Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Apr. 25, 2015 | Jun. 01, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 25-Apr-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SCMR | |
Entity Registrant Name | SYCAMORE NETWORKS INC | |
Entity Central Index Key | 1092367 | |
Current Fiscal Year End Date | -24 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 28,882,093 |
Consolidated_Statement_of_Net_
Consolidated Statement of Net Assets (Liquidation Basis) (Liquidation Basis of Accounting, USD $) | Apr. 25, 2015 | Jan. 24, 2015 | Jul. 31, 2014 | Jul. 29, 2014 | Apr. 26, 2014 | Jan. 25, 2014 | Jul. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | |||||||
Liquidation Basis of Accounting | |||||||
Assets | |||||||
Cash and cash equivalents | $11,136 | $12,241 | |||||
Land | 2,500 | 2,500 | |||||
Other assets | 47 | 47 | |||||
Total assets | 13,683 | 14,788 | |||||
Liabilities and Net Assets | |||||||
Accounts payable | 9 | ||||||
Accrued expenses | 47 | 44 | |||||
Reserve for estimated costs during the Dissolution period | 2,257 | 3,462 | |||||
Other liabilities | 1,786 | 1,786 | |||||
Total liabilities | 4,099 | 5,292 | |||||
Net assets in liquidation | $9,584 | $9,573 | $9,496 | $9,496 | $16,992 | $16,607 | $13,637 |
Shares outstanding | 28,882 | 28,882 | |||||
Net assets in liquidation per share | $0.33 | $0.33 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Net Assets (Liquidation Basis) (Liquidation Basis of Accounting, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 25, 2015 | Apr. 26, 2014 | Apr. 25, 2015 | Apr. 26, 2014 |
Net assets in liquidation at beginning of period | $9,573 | $16,607 | $9,496 | $13,637 |
Decrease (increase) in estimated costs during the Dissolution period | 85 | 6 | -99 | |
Increase in estimated net realizable value | -10 | |||
Net assets in liquidation, ending balance | 9,584 | 16,992 | 9,584 | 16,992 |
Patents | ||||
Increase in estimated net realizable value | 300 | 2,300 | ||
Other Receivables | ||||
Increase in estimated net realizable value | 1,107 | |||
Other Assets | ||||
Increase in estimated net realizable value | $11 | $82 | $47 |
Description_of_Business
Description of Business | 9 Months Ended | |
Apr. 25, 2015 | ||
Description of Business | 1 | Description of Business |
Prior to February 1, 2013, Sycamore Networks, Inc. (the “Company”) developed and marketed Intelligent Bandwidth Management solutions for fixed line and mobile network operators worldwide and provided services associated with such products (the “Intelligent Bandwidth Management Business”), and, prior to November 1, 2012, the Company also developed and marketed a mobile broadband optimization solution (the “IQstream Business”). As used in these Notes to the Consolidated Financial Statements, “Sycamore,” “we,” “us,” or “our” refers collectively to the Company and its subsidiaries. | ||
On October 23, 2012, the Company entered into an Asset Purchase and Sale Agreement (the “Asset Sale Agreement”) with Sunrise Acquisition Corp. (now known as Coriant America Inc.), a portfolio company of Marlin Equity Partners (“Buyer”), pursuant to which Buyer agreed to acquire substantially all of the assets (the “Asset Sale”) primarily related to the Intelligent Bandwidth Management Business, including inventory, fixed assets, accounts receivable, intellectual property rights (other than patents and patent applications), contracts, certain real estate leases, the Company’s subsidiaries in Shanghai, the Netherlands and Japan, and certain shared facilities and assets for $18.75 million in cash, subject to a working capital adjustment, and the assumption by Buyer of certain liabilities. The Company’s stockholders authorized the Asset Sale at a Special Meeting of Stockholders held on January 29, 2013 (the “Special Meeting”), and the Asset Sale was completed on January 31, 2013 (the transfer of the Company’s equity interests in its Shanghai subsidiary, which was subject to the receipt of government approval, occurred on March 25, 2013). Upon the closing of the Asset Sale, Buyer acquired substantially all of the Company’s operating assets relating to the Intelligent Bandwidth Management Business, including the Company’s accounts receivable, inventories and prepaid and other assets, and assumed most of the Company’s remaining current liabilities, including substantially all of the Company’s deferred revenue and accrued warranty obligations. | ||
In conjunction with the approval of the Asset Sale Agreement, the Company’s Board of Directors (the “Board”) also approved the liquidation and dissolution of the Company (the “Dissolution”) pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) following the completion of the Asset Sale. The Plan of Dissolution was also approved by the stockholders at the Special Meeting and, following a review of the Company’s strategic alternatives for all of the Company’s assets and available options for providing value to the Company’s stockholders, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware (the “Certificate of Dissolution”) on March 7, 2013. For additional information regarding the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 28, 2012 and its Current Report on Form 8-K filed with the SEC on March 8, 2013. | ||
In connection with the filing of the Certificate of Dissolution, on March 7, 2013, the Company closed its stock transfer books and discontinued recording transfers of its common stock, $0.001 par value per share (the “Common Stock”). The Common Stock, and stock certificates evidencing shares of the Common Stock, are no longer assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law. The Company also submitted a request to The NASDAQ Stock Market (“NASDAQ”) to suspend trading of the Common Stock on The NASDAQ Global Select Market effective as of the close of trading on March 7, 2013 and, on March 15, 2013, the Company filed a Form 25 with the SEC to delist its Common Stock, which became effective prior to the opening of trading on March 25, 2013. Since the suspension of trading of the Common Stock on The NASDAQ Global Select Market, shares of our Common Stock held in street name with brokers have been trading in the over-the-counter market on the Pink Sheets, an electronic bulletin board established for unlisted securities. | ||
As a result of the completion of the Asset Sale and the Company’s previously announced halting of further development and marketing in connection with the IQstream Business, the Company no longer has any operating assets or revenue. Since the filing of the Certificate of Dissolution, the Company has been operating in accordance with the Plan of Dissolution, which contemplates an orderly wind down of the Company’s business, including the sale or monetization of the Company’s remaining non-cash assets and the satisfaction or settlement of its liabilities and obligations, including contingent liabilities and claims. As of April 25, 2015, the Company had one employee. | ||
During fiscal 2014, the Company completed the sale of its patent portfolios. On February 28, 2014, the Company completed the sale of its portfolio of 40 patents and two patent applications related to the Intelligent Bandwidth Management Business (the “IBM Patents”) for $2.0 million to Dragon Intellectual Property, LLC. On May 22, 2014, the Company completed the sale of its portfolio of three United States patents, six United States patent applications and certain foreign patents and patent applications related to the IQstream Business (the “IQstream Patents”) for $0.3 million to Citrix Systems, Inc. | ||
The Company is continuing to pursue the sale of its remaining non-cash assets, which primarily consist of (1) approximately 102 acres of undeveloped land located in Tyngsborough, Massachusetts (the “Tyngsborough Land”), (2) certain technology and equipment relating to the IQstream Business and (3) the Company’s investment in Tejas Networks India Private Limited (“Tejas”), a private company in India that provides optical transport solutions to telecommunications carriers. Following the sale of the IQstream Patents, the Company has continued to pursue the sale of certain technology and equipment relating to the IQstream Business; however, the Company does not presently expect to receive any additional material consideration for its remaining IQstream assets. In addition, given the illiquid nature of the Company’s investment in Tejas and certain other factors negatively impacting the value of the Company’s investment in Tejas, the Company does not presently expect to receive any material consideration in connection with any disposition of its Tejas investment. | ||
During the fourth quarter of fiscal 2014, the Company received notice of a potential betterment fee that could be assessed against the Tyngsborough Land in connection with a public sewer project proposed by the Town of Tyngsborough (the “Potential Betterment Assessment”). On October 2, 2014, the sewer commission of the Town of Tyngsborough provided the Company with an estimate of the potential betterment fee relating to the Tyngsborough Land in the amount of approximately $3.47 million. At a Special Town Meeting held on October 8, 2014, the Town of Tyngsborough voted against proceeding with the sewer project. Although the Town of Tyngsborough voted against proceeding with the sewer project at that time, the Company cannot provide any assurance that the Town of Tyngsborough will not pursue a similar project in the future, nor can the Company provide any assurance as to the impact of such a project on the value of the Tyngsborough Land. | ||
On October 10, 2014, the Company entered into a Purchase and Sale Agreement relating to the Tyngsborough Land (the “Purchase Agreement”) with Princeton Tyngsborough Commons, LLC (“Tyngsborough Commons”) for a total purchase price of $2.5 million. On February 24, 2015, the Company and Tyngsborough Commons entered into an amendment to the Purchase Agreement providing for, among other things, an extension of the closing date to on or before March 27, 2015, subject to the satisfaction or waiver of the conditions contained in the Purchase Agreement, and for Tyngsborough Commons to deposit an additional $100,000 with the escrow agent to be credited to the purchase price at closing. | ||
On March 26, 2015, Franklin Equities, LLC and FE Potash 100, LLC (together, the “Plaintiffs”), abutters of the Tyngsborough Land, filed a complaint (the “Complaint”) in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts against the Company and Charles McAnsin Associates, A Limited Partnership (the “Abutter Matter”). For additional information concerning this matter, see Note 6, “Commitments and Contingencies.” | ||
On March 27, 2015, in connection with the Abutter Matter, the Company and Tyngsborough Commons entered into a Second Amendment to Purchase and Sale Agreement (the “Second Amendment”) providing for, among other things, an extension of the closing date to March 30, 2015. On March 30, 2015, the Company and Tyngsborough Commons entered into a Third Amendment to Purchase and Sale Agreement (the “Third Amendment”) providing for, among other things, (i) an extension of the closing date to the earlier of July 31, 2015 or the 30th day following the date upon which Tyngsborough Commons is able to obtain from its title insurance company a commitment to issue an owner’s policy of title insurance satisfying certain conditions set forth in the Third Amendment; (ii) the Company and Tyngsborough Commons to cooperate in good faith in connection with the Abutter Matter; and (iii) Tyngsborough Commons to deposit an additional $50,000 with the escrow agent to be credited to the purchase price at closing. | ||
The terms of the Purchase Agreement, as amended, provide that in the event that Tyngsborough Commons defaults on its obligation to complete the transaction, the Company will retain the entire amount of the deposits. As of the date of this Quarterly Report on Form 10-Q, amounts totaling $350,000 have been deposited with an escrow agent as nonrefundable deposits to be credited to the purchase price at closing. The Purchase Agreement contains customary provisions relating to, among other things, the condition of the title to the Tyngsborough Land, environmental conditions, representations and warranties, obligations of the parties prior to closing and apportionment of taxes. The Company’s representations and warranties and obligations under the Purchase Agreement will survive the closing for a period of six months, and under no circumstances will the Company be liable to Tyngsborough Commons for more than $75,000 in the aggregate for any breaches of such representations and warranties or obligations. If the closing occurs, Tyngsborough Commons will be solely responsible for any and all costs related to the Potential Betterment Assessment. In addition, following the closing, Tyngsborough Commons intends to sell a portion of the Tyngsborough Land to a third party buyer. In no event will the Company be bound by the terms of any agreement with respect to such sale, provided that, in the event Tyngsborough Commons fails to fulfill its obligations under the Purchase Agreement, the Company may in its sole discretion require an assignment to the Company of Tyngsborough Commons’s rights under any such agreement. | ||
The Company cannot provide any assurance regarding when the sale of the Tyngsborough Land might be completed. Furthermore, following any resolution of the Abutter Matter, the closing of the sale remains subject to certain conditions and obligations of the parties prior to closing, some of which are outside of the Company’s control and, accordingly, there can be no assurance when or if such closing will occur. If the Purchase Agreement is terminated, there can be no assurance of when, if ever, the Company will be able to sell the Tyngsborough Land. The inability to sell the Tyngsborough Land may delay the completion of the Company’s liquidation and related distributions to its stockholders. | ||
On July 29, 2014, the Company paid a liquidating cash distribution to stockholders of $0.24 per share of Common Stock, or $6.93 million in the aggregate. The Board declared this distribution after the Delaware Court of Chancery, on July 2, 2014, granted the Company’s petition for a determination that, among other things, the amount set forth in the petition to be retained by the Company for anticipated wind down costs and expenses and for contingent and unknown liabilities and other possible charges and expenses is sufficient to be retained pursuant to Section 280(c) of the General Corporation Law of the State of Delaware. In accordance with the petition, any portion of the retained amount that is not required to cover wind down costs, charges, expenses or liabilities may be distributed from time to time to the Company’s stockholders in the discretion of the Board in accordance with its fiduciary duties. | ||
Until the completion of the Dissolution, the Company will continue to pursue the liquidation to cash of our remaining non-cash assets for possible distribution to our stockholders. There can be no assurance as to the amount of consideration the Company may be able to obtain for these assets or as to any time frame within which a potential sale or other disposition of these assets might occur. Subject to uncertainties inherent in the winding up of the Company’s business, the Company may make one or more additional liquidating distributions following the liquidation to cash of our non-cash assets and after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed our estimate of net assets presented in the Company’s Consolidated Statement of Net Assets. The Company will continue to analyze its estimates of liquidation expenses on an ongoing basis, and determine whether further distributions of assets to its stockholders are appropriate at such times. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |
Apr. 25, 2015 | ||
Basis of Presentation | 2 | Basis of Presentation |
The accompanying financial data has been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014, as filed with the SEC on October 27, 2014. | ||
In the opinion of management, the accompanying financial data reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of net assets. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements. Actual results could differ from these estimates. | ||
On March 24, 2013, following the Company’s filing of the Certificate of Dissolution, the Company adopted the liquidation basis of accounting. See Note 3 to the Consolidated Financial Statements, “Liquidation Basis of Accounting,” for further information regarding the Company’s adoption of the liquidation basis of accounting. |
Liquidation_Basis_of_Accountin
Liquidation Basis of Accounting | 9 Months Ended | ||||||||
Apr. 25, 2015 | |||||||||
Liquidation Basis of Accounting | 3 | Liquidation Basis of Accounting | |||||||
Net assets in liquidation were $9.58 million and $9.50 million as of April 25, 2015 and July 31, 2014, respectively. | |||||||||
As of April 25, 2015, assets consisted of cash and cash equivalents of $11.14 million, the Tyngsborough Land valued at $2.5 million and other assets of $0.05 million. Based on our current best estimate of the realizable value of the Company’s remaining assets relating to the IQstream Business and the Company’s investment in Tejas, we have assigned no value to these assets for purposes of the Statement of Net Assets. | |||||||||
As of April 25, 2015, liabilities consisted of accounts payable of $0.01 million, accrued expenses of $0.05 million, our reserve for estimated costs during the Dissolution period of $2.26 million and other liabilities of $1.79 million. For additional information concerning other liabilities, see Note 5. “Income Taxes.” | |||||||||
The Company accrued estimated costs expected to be incurred in carrying out the Plan of Dissolution. Under Delaware law, the Dissolution period will last for a minimum of three years from the filing of the Certificate of Dissolution, or until March 7, 2016. The Company was required to make certain estimates and exercise judgment in determining the accrued costs of liquidation as of April 25, 2015 and July 31, 2014. | |||||||||
The table below summarizes the reserve for estimated costs during the Dissolution period as of April 25, 2015 and July 31, 2014 (in thousands): | |||||||||
April 25, 2015 | July 31, 2014 | ||||||||
Compensation | $ | 428 | $ | 1,004 | |||||
Professional fees | 807 | 1,154 | |||||||
Other expenses associated with wind down activities | 836 | 1,010 | |||||||
Insurance | 186 | 294 | |||||||
$ | 2,257 | $ | 3,462 | ||||||
For the three months ended April 25, 2015, net assets in liquidation increased $0.01 million primarily as a result of an increase in other assets related to a miscellaneous receivable. For the nine months ended April 25, 2015, net assets in liquidation increased $0.08 million primarily as a result of an increase in other assets related to a miscellaneous receivable and changes in estimates of other expenses associated with wind down activities and compensation costs. |
Cash_Equivalents_and_Marketabl
Cash Equivalents and Marketable Securities | 9 Months Ended | ||||||||||||||||
Apr. 25, 2015 | |||||||||||||||||
Cash Equivalents and Marketable Securities | 4 | Cash Equivalents and Marketable Securities | |||||||||||||||
Cash equivalents are short-term, highly liquid investments with original or remaining maturity dates of three months or less at the date of acquisition. Cash equivalents are carried at cost plus accrued interest, which approximates fair market value. As of April 25, 2015 and July 31, 2014, aggregate cash and cash equivalents consisted of (in thousands): | |||||||||||||||||
April 25, 2015: | Amortized | Gross | Gross | Fair Market | |||||||||||||
Cost | Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Cash and cash equivalents | $ | 11,136 | $ | — | $ | — | $ | 11,136 | |||||||||
Total | $ | 11,136 | $ | — | $ | — | $ | 11,136 | |||||||||
July 31, 2014: | Amortized | Gross | Gross | Fair Market | |||||||||||||
Cost | Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Cash and cash equivalents | $ | 12,241 | $ | — | $ | — | $ | 12,241 | |||||||||
Total | $ | 12,241 | $ | — | $ | — | $ | 12,241 | |||||||||
Income_Taxes
Income Taxes | 9 Months Ended | |
Apr. 25, 2015 | ||
Income Taxes | 5 | Income Taxes |
The Company is currently open to audit under statutes of limitation by the Internal Revenue Service, various foreign jurisdictions, and state jurisdictions for the fiscal years ended July 31, 2008 through July 31, 2014. However, limited adjustments can be made to federal and state tax returns in earlier years in order to reduce net operating loss carryforwards. | ||
As of April 25, 2015 and July 31, 2014, the Company had a liability of $1.79 million for taxes, interest and penalties for unrecognized tax benefits related to various foreign income tax matters. As of April 25, 2015 and July 31, 2014, the Company had $0.6 million accrued for interest and penalties related to uncertain tax positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal, international and state income taxes. This liability is subject to change, perhaps materially. | ||
As a result of having substantial net operating losses over recent years and no current operations, the Company determined that it is more likely than not that our deferred tax assets will not be realized. Therefore, we maintain a valuation allowance on the full amount of our net deferred tax assets. If the Company generates future taxable income against which these tax attributes may be applied, the net operating loss carryforwards may be utilized and some or all of the valuation allowance reversed. If the valuation allowance is reversed, portions would be recorded as an increase to paid-in capital and the remainder would be recorded as a reduction in income tax expense. | ||
The occurrence of ownership changes, as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), is not controlled by the Company, and could significantly limit the amount of net operating loss carryforwards and research and development credits that can be utilized annually to offset future taxable income. The Company completed an updated Section 382 study for the period April 2006 through July 31, 2011 and the results of this study showed that no ownership change within the meaning of the Code had occurred from April 2006 through July 31, 2011. The Company has not, however, conducted a Section 382 study for any periods after July 31, 2011 and, accordingly, the Company cannot provide any assurance that an ownership change within the meaning of the Code has not occurred since that date. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Apr. 25, 2015 | ||
Commitments and Contingencies | 6 | Commitments and Contingencies |
Litigation | ||
On March 26, 2015, the Plaintiffs in the Abutter Matter filed the Complaint in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts against the Company and Charles McAnsin Associates, A Limited Partnership. The Complaint asserts that pursuant to a Reciprocal Easement Agreement, dated as of November 23, 1998 (the “Easement Agreement”), by and between predecessors-in-title of the Plaintiffs and the Company as owners of certain real property (including, in the case of the Company and its predecessor-in-title, several lots constituting the Tyngsborough Land), the parties thereto agreed to give each other easements for vehicular access over a certain road. The Complaint further asserts that by an amendment to the Easement Agreement, dated as of October 30, 2000, the parties removed all but one lot owned by the Company’s predecessor-in-title from within the purview of the Easement Agreement, and that consequently the Company has the right to the use of only a portion of the road and with respect to the single lot only. | ||
The Complaint states a claim to quiet title, and seeks relief in the form of: (1) a declaration that the Company has the right as appurtenant to the single lot to use the road for access to that lot; (2) a declaration that the Company has no appurtenant right to use the disputed section of the road for any purpose; (3) a declaration that the Company’s only right to use the disputed section of the road is the right appurtenant to the single lot; (4) a declaration that a development proposed on the Tyngsborough Land would not have access over the disputed section of the road; and (5) an award of the Plaintiffs’ costs. On April 16, 2015, the Company filed a special motion to dismiss the Complaint. On May 8, 2015, the Land Court Department of the Trial Court of the Commonwealth of Massachusetts heard oral argument on the motion to dismiss and, after argument, took the matter under advisement. No decision has been rendered in the matter. | ||
Guarantees | ||
The Company’s guarantees requiring disclosure consist of its indemnification obligations for officers and directors and for other claims. | ||
Prior to the Asset Sale and the Dissolution, in the normal course of business, the Company agreed to indemnify other parties, including customers, lessors and parties to other transactions with the Company with respect to certain matters. Historically, payments made by the Company under these agreements had not had a material impact on the Company’s operating results or financial position. Furthermore, most of these obligations were assumed by Buyer in connection with the Asset Sale. Accordingly, the Company has not recorded a liability for these agreements as of April 25, 2015 or July 31, 2014, as the Company believes the exposure for any related payments is not material. | ||
We entered into our standard form of indemnification agreement with each of our current and former directors and executive officers, which is in addition to the indemnification provided for in our amended and restated certificate of incorporation, as amended. The Plan of Dissolution also provides that we continue to indemnify such directors and executive officers in accordance with such agreements and our amended and restated certificate of incorporation, as amended. The indemnification agreements, among other things, provide for indemnification of such directors and executive officers for a number of expenses, including attorneys’ fees and other related expenses, as well as certain judgments, fines, penalties and settlement amounts incurred by any such person in any action, suit or proceeding, including any action by or in the right of the Company, arising out of such person’s service as a director or executive officer of the Company or any other company or enterprise to which the person provided services at our request. The Company did not incur any expense under these arrangements during the first nine months of fiscal 2015 or fiscal 2014. Due to the Company’s inability to estimate liabilities in connection with these agreements, if and when they might be incurred, the Company has not recorded any liability for these agreements as of April 25, 2015 or July 31, 2014. During the Dissolution period, we intend to continue to indemnify each of our current and former directors and executive officers to the extent permitted under Delaware law, our amended and restated certificate of incorporation, as amended, and the indemnification agreements. The Company has also continued to maintain directors’ and officers’ insurance coverage since the filing of the Certificate of Dissolution, and intends to maintain such coverage through the end of the Dissolution period. | ||
Other Matters | ||
The Company’s 401(k) plan is currently the subject of a scheduled investigation by the U.S. Department of Labor. The Company has been cooperating with, and is in the process of providing the information requested by, the U.S. Department of Labor. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Apr. 25, 2015 | |||||||||||||||||
Fair Value Measurements | 7 | Fair Value Measurements | |||||||||||||||
The fair value measurement rules establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: | |||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||||||||
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
Assets and liabilities of the Company measured at fair value on a recurring basis as of April 25, 2015, are summarized as follows (in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Description | April 25, 2015 | Quoted Prices in | Significant Other | Significant Unobservable | |||||||||||||
Active Markets | Observable Inputs | Inputs | |||||||||||||||
for Identical | (Level 2) | (Level 3) | |||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Cash and Cash Equivalents | $ | 11,136 | $ | 11,136 | $ | — | $ | — | |||||||||
Total assets | $ | 11,136 | $ | 11,136 | $ | — | $ | — | |||||||||
Cash and Cash Equivalents | |||||||||||||||||
Cash and cash equivalents of $11.14 million consisting of money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. | |||||||||||||||||
Assets and liabilities of the Company measured at fair value on a recurring basis as of July 31, 2014, are summarized as follows (in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Description | July 31, 2014 | Quoted Prices in | Significant Other | Significant Unobservable | |||||||||||||
Active Markets | Observable Inputs | Inputs | |||||||||||||||
for Identical | (Level 2) | (Level 3) | |||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Cash and Cash Equivalents | $ | 12,241 | $ | 12,241 | $ | — | $ | — | |||||||||
Total assets | $ | 12,241 | $ | 12,241 | $ | — | $ | — | |||||||||
Cash and Cash Equivalents | |||||||||||||||||
Cash and cash equivalents of $12.24 million consisting of money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. |
Liquidation_Basis_of_Accountin1
Liquidation Basis of Accounting (Tables) | 9 Months Ended | ||||||||
Apr. 25, 2015 | |||||||||
Reserve for Estimated Costs | The table below summarizes the reserve for estimated costs during the Dissolution period as of April 25, 2015 and July 31, 2014 (in thousands): | ||||||||
April 25, 2015 | July 31, 2014 | ||||||||
Compensation | $ | 428 | $ | 1,004 | |||||
Professional fees | 807 | 1,154 | |||||||
Other expenses associated with wind down activities | 836 | 1,010 | |||||||
Insurance | 186 | 294 | |||||||
$ | 2,257 | $ | 3,462 | ||||||
Cash_Equivalents_and_Marketabl1
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended | ||||||||||||||||
Apr. 25, 2015 | |||||||||||||||||
Aggregate Cash and Cash Equivalents | As of April 25, 2015 and July 31, 2014, aggregate cash and cash equivalents consisted of (in thousands): | ||||||||||||||||
April 25, 2015: | Amortized | Gross | Gross | Fair Market | |||||||||||||
Cost | Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Cash and cash equivalents | $ | 11,136 | $ | — | $ | — | $ | 11,136 | |||||||||
Total | $ | 11,136 | $ | — | $ | — | $ | 11,136 | |||||||||
July 31, 2014: | Amortized | Gross | Gross | Fair Market | |||||||||||||
Cost | Unrealized | Unrealized | Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Cash and cash equivalents | $ | 12,241 | $ | — | $ | — | $ | 12,241 | |||||||||
Total | $ | 12,241 | $ | — | $ | — | $ | 12,241 | |||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Apr. 25, 2015 | |||||||||||||||||
Assets and Liabilities Fair Value Measurements on Recurring Basis | Assets and liabilities of the Company measured at fair value on a recurring basis as of April 25, 2015, are summarized as follows (in thousands): | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Description | April 25, 2015 | Quoted Prices in | Significant Other | Significant Unobservable | |||||||||||||
Active Markets | Observable Inputs | Inputs | |||||||||||||||
for Identical | (Level 2) | (Level 3) | |||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Cash and Cash Equivalents | $ | 11,136 | $ | 11,136 | $ | — | $ | — | |||||||||
Total assets | $ | 11,136 | $ | 11,136 | $ | — | $ | — | |||||||||
Assets and liabilities of the Company measured at fair value on a recurring basis as of July 31, 2014, are summarized as follows (in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
Description | July 31, 2014 | Quoted Prices in | Significant Other | Significant Unobservable | |||||||||||||
Active Markets | Observable Inputs | Inputs | |||||||||||||||
for Identical | (Level 2) | (Level 3) | |||||||||||||||
Assets (Level 1) | |||||||||||||||||
Assets | |||||||||||||||||
Cash and Cash Equivalents | $ | 12,241 | $ | 12,241 | $ | — | $ | — | |||||||||
Total assets | $ | 12,241 | $ | 12,241 | $ | — | $ | — | |||||||||
Description_of_Business_Additi
Description of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||
Jul. 29, 2014 | Jan. 31, 2013 | Feb. 24, 2015 | Apr. 25, 2015 | Mar. 27, 2015 | Mar. 30, 2015 | Feb. 28, 2014 | 22-May-14 | Mar. 07, 2013 | Oct. 10, 2014 | Oct. 02, 2014 | |
Entity Information [Line Items] | |||||||||||
Sale of shared facilities and assets, value | $18,750,000 | ||||||||||
Common stock, par value | $0.00 | ||||||||||
Number of employees | 1 | ||||||||||
Liquidating cash distribution, per share | $0.24 | ||||||||||
Liquidating cash distribution | 6,930,000 | ||||||||||
Tyngsborough Massachusetts | |||||||||||
Entity Information [Line Items] | |||||||||||
Estimated potential betterment fee relating to Tyngsborough Land | 3,470,000 | ||||||||||
Sale of facilities and assets, value | 2,500,000 | ||||||||||
Purchase Agreement expected period of extension to complete sale | 27-Mar-15 | ||||||||||
Additional deposit payment for extension to complete sale | 100,000 | ||||||||||
Nonrefundable deposit to escrow agent | 350,000 | ||||||||||
Maximum amount payable on breaches of such representations and warranties or obligations | 75,000 | ||||||||||
Tyngsborough Massachusetts | Second Amendment | |||||||||||
Entity Information [Line Items] | |||||||||||
Purchase Agreement expected period of extension to complete sale | 30-Mar-15 | ||||||||||
Tyngsborough Massachusetts | Third Amendment | |||||||||||
Entity Information [Line Items] | |||||||||||
Purchase Agreement expected period of extension to complete sale | 31-Jul-15 | ||||||||||
Additional deposit payment for extension to complete sale | 50,000 | ||||||||||
Tyngsborough Massachusetts | Termination of Restated Purchase and Sale Agreement with Tyngsborough Commons, LLC | |||||||||||
Entity Information [Line Items] | |||||||||||
Ownership of land | 102 | ||||||||||
IBM Patents | |||||||||||
Entity Information [Line Items] | |||||||||||
Patent sale agreement, number of patents | 40 | ||||||||||
Patent sale agreement, number of patent applications | 2 | ||||||||||
Amount received from sale of patents | 2,000,000 | ||||||||||
IQstream Patents | |||||||||||
Entity Information [Line Items] | |||||||||||
Patent sale agreement, number of patents | 3 | ||||||||||
Patent sale agreement, number of patent applications | 6 | ||||||||||
Amount received from sale of patents | $300,000 |
Liquidation_Basis_of_Accountin2
Liquidation Basis of Accounting - Additional Information (Detail) (Liquidation Basis of Accounting, USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Apr. 25, 2015 | Apr. 25, 2015 | Jan. 24, 2015 | Jul. 31, 2014 | Jul. 29, 2014 | Apr. 26, 2014 | Jan. 25, 2014 | Jul. 31, 2013 |
Statutory Accounting Practices [Line Items] | ||||||||
Net assets in liquidation | $9,584 | $9,584 | $9,573 | $9,496 | $9,496 | $16,992 | $16,607 | $13,637 |
Cash and cash equivalents | 11,136 | 11,136 | 12,241 | |||||
Land | 2,500 | 2,500 | 2,500 | |||||
Other assets | 47 | 47 | 47 | |||||
Accounts payable | 9 | 9 | ||||||
Accrued expenses | 47 | 47 | 44 | |||||
Reserve for estimated costs during the Dissolution period | 2,257 | 2,257 | 3,462 | |||||
Other liabilities | 1,786 | 1,786 | 1,786 | |||||
Increase (Decrease) in estimated realizable value for other assets | 10 | |||||||
Miscellaneous Receivable and Changes in Estimates of Other Expenses Associated with Wind Down Activities and Compensation Costs | ||||||||
Statutory Accounting Practices [Line Items] | ||||||||
Increase (Decrease) in estimated realizable value for other assets | $80 |
Reserve_for_Estimated_Costs_De
Reserve for Estimated Costs (Detail) (Liquidation Basis of Accounting, USD $) | Apr. 25, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Line Items] | ||
Reserve for estimated costs during the Dissolution period | $2,257 | $3,462 |
Compensation | ||
Accrued Expenses [Line Items] | ||
Reserve for estimated costs during the Dissolution period | 428 | 1,004 |
Professional fees | ||
Accrued Expenses [Line Items] | ||
Reserve for estimated costs during the Dissolution period | 807 | 1,154 |
Other expenses associated with wind down activities | ||
Accrued Expenses [Line Items] | ||
Reserve for estimated costs during the Dissolution period | 836 | 1,010 |
Insurance | ||
Accrued Expenses [Line Items] | ||
Reserve for estimated costs during the Dissolution period | $186 | $294 |
Aggregate_Cash_and_Cash_Equiva
Aggregate Cash and Cash Equivalents (Detail) (USD $) | Apr. 25, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $11,136 | $12,241 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Market Value | 11,136 | 12,241 |
Cash and cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 11,136 | 12,241 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Market Value | $11,136 | $12,241 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | Apr. 25, 2015 | Jul. 31, 2014 |
In Millions, unless otherwise specified | ||
Schedule Of Income Taxes [Line Items] | ||
Total unrecognized tax benefit | $1.79 | $1.79 |
Unrecognized tax benefit uncertain tax position | $0.60 | $0.60 |
Assets_and_Liabilities_Fair_Va
Assets and Liabilities Fair Value Measurements on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Apr. 25, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and Cash Equivalents | $11,136 | $12,241 |
Total assets | 11,136 | 12,241 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Cash and Cash Equivalents | 11,136 | 12,241 |
Total assets | $11,136 | $12,241 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (Fair Value, Measurements, Recurring, USD $) | Apr. 25, 2015 | Jul. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | $11,136 | $12,241 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | $11,136 | $12,241 |